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A shadow fell across her face. She lifted her head just the smallest bit, her eyebrow cocked up towards the ceiling. Her lip quivered, and it happened so quickly that I thought I imagined it. Because, for a split second, there was something in Sam’s eyes that I didn’t recognize. I’d known the girl for years, and if there was one side of Sam I hadn’t seen, it was the side I was seeing now.

Almost as fast as it had happened, that look was gone. Sam extinguished the fire in her eyes, letting them cloud over and pursing her lips into the same dull, “I-don’t-give-a-shit” pout. She turned away from me, casually throwing her handbag down. She didn’t stop to pick it up as it slid off the sofa. That was typical Sam.

“C’mon Sam! Hurry up!” Laughed Carly, bouncing on Sam’s bed. It was rare that Carly slept over at Sam’s, usually it was the other way around, but Spencer was out of town on a trip with Socko, and Sam had begged Carly to sleep over, promising an awesome time.
Carly had given in to the blonde girl, actually looking forward to spending some time alone with Sam. It always seemed like Freddie or Spencer was around, and Carly missed her girl time with Sam, the two of them just chatting, and hanging out.
Carly bit her lip, thinking of the other reason she’d agreed to sleep over. Lately, she’d been catching herself looking at Sam, admiring the blonde girl’s body in a way she’d imagined guys would. It was… confusing to say the least, and Carly wasn’t sure what it meant, only that she probably shouldn’t be thinking of her best friend that way. She’d hoped tonight would maybe clarify her feelings… it was probably just a phase. Sam was hot. Carly had always acknowledged that, it was just… when she thought that now, it was usually accompanied by a sharp pull in her stomach. It was no biggie. It was just a phase. That’s all. Sam was growing up, and Carly was just noticing it, was all. Nothing more. Noth- Continue reading →

15-year old Freddie Benson shut off his camera and joined the two girls, Carly Shay and Sam Puckett, who were standing in the middle of the room. The three best friends had just finished their latest episode of iCarly, their popular webshow which Carly and Sam hosted and did crazy antics. Freddie was the cameraman, or as he liked to call it: technical producer.

Carly was Freddies neighbor and good friend, and Freddie had a huge crush on Carly. Carly was also 15, and had long, silky black hair that ran about halfway down her back, and mesmerizing brown eyes. She was wearing a tight-fitting light blue Old Navy t-shirt that really brought out her still-growing B cup tits, and was wearing a pair of denim shorts, exposing her beautiful, tan legs. To top it off, she was wearing cute pink flip flops and had a flowery scent to her. Freddie did not try to hide his crush on Carly and constantly told her that he loved her or that they should go out, but Carly almost never showed any positive responses to Freddies requests.

Sam was also 15, and had a very interesting relationship with Freddie. Sam would always make fun of Freddie, and even sometimes beat him up if he annoyed her. However, a few weeks earlier, Sam and Freddie had both been teased that they had never kissed anyone before. So, Sam and Freddie kissed each other in private to get it over with and promised not to tell anybody. After that, they had gone back to making fun of each other, but Freddie never forgot his first kiss, which left a permanent imprint on his lips (in a good way). Sam had long, wavy blonde hair and beautiful brown eyes, and had breasts about the same size as Carly, which were barely contained by her black and pink t-shirt. She was wearing a pair of tight blue jeans, which amplified her beautiful ass and hips. Sam was a trouble-maker and acted like a boy sometimes, by beating up people and eating a lot of meat and chili.

That was one of our best iCarlys yet! exclaimed Carly.

Yeah, our ratings were really high! said Freddie

In the past year, Freddies voice had gotten deeper, and he knew it was because of puberty. Freddie used to be fairly chubby, but in the past year, he had grown a few inches and had evened out his weight with his height. Freddie thought he was pretty good looking and he even had a few girls in school that wanted to go out with him, but Freddie had turned them down in hopes of dating Carly. Freddie did not know why Carly had turned him down so many times.

The three teenagers walked out of their iCarly studio and went downstairs. By the front door of the apartment, they saw Spencer, Carlys 26 year old brother who she lived with, standing with a duffel bag. Spencer had dropped out of law school to be an artist, and he was a bit eccentric, but Carly kept him under control most of the time. Spencer usually had a new sculpture he was working on, but Sam and Freddie were surprised to see that there was nothing new here.

You sure youll be fine here on your own? asked Spencer

Yeah, Ill be fine, said Carly. Dont worry, Ill just throw a party and trash the house while youre gone

Thats not funny, said Spencer.

Where are you going? asked Sam.

To the art convention

Uh, an art convention? said Freddie.

Yeah, you know, a convention of art. You see, artist around the world gather toge-

Yeah, dont care, interrupted Sam.

Spencer kissed Carly good-bye and went out the door.

So what is there to eat in this place? asked Sam suddenly.

We have some leftover Chinese that we can warm up, replied Carly.

Ooh! I love Chinese! exclaimed Sam.

You love to eat everything, Sam! said Carly.

Yeah… said Sam.

During dinner, the three friends were talking but Freddie was spending the entire time staring at his two beautiful friends. Freddie was studying the exquisiteness of Carlys breasts and body and was getting a massive erection. Freddie found his mind thinking about the kiss with Sam, and his eyes starting wandering to Sams tits.

Hello? Freddie? You still there, dipwad? asked Sam

What? What did you say? asked Freddie, disgruntled and embarrassed.

We were asking what you thought we should do for our next iCarly, said Carly.

Oh, I was thinking we should put on a few improv plays and have our viewers vote for the breast I mean best one.

Carly and Sam started to giggle.

What? said Freddie I meant to say best.

After a grueling two more minutes of teasing, they finished their meal and Carly and Sam got up to clean up. Freddie still had a huge boner and did not want the girls to see it and tease him for it, so he stayed sitting.

Arent you gonna help, Fredward? asked Sam.

Yeah Ill be there in a second, said Freddie.

Freddie waited a minute until his boner had died down a bit and got up to help the girls. Out of the corner of his eye, Freddie thought he saw Carlys eyes flicker to his crotch, but when he turned to look at Carly, she was focusing on the dishes. Freddie decided that it must have been his imagination.

After supper, they watched a few hours of TV, and after that, Freddie and Sam went home to their respective apartments. Freddie lived across the hall, and Sam lived a few floors up. As Freddie walked into his apartment, his extremely worrisome and overprotective mom bombarded him with questions regarding where he was and why he didnt tell her.

I was just at Carlys, mom, replied Freddie. Its just across the hall.

Well its very late and you need to go to bed now, said Mrs. Benson.

But its only ten o clock! exclaimed Freddie. And its summer! I dont have school tomorrow!

Well you need your sleep, Freddie, said Mrs. Benson. And if it makes you feel any better, Im going to bed, too.

Freddie reluctantly walked into his room, grumbling. The second he heard his mother close her bedroom door, Freddie sat up in bed and turned on his laptop. He was working on a project on the computer where he was photoshopping Carlys face onto a porn stars body. Freddie had almost made it look genuine, when he heard a faint knock on the front door. Freddies mom was already fast asleep, so he knew he had to answer the door. Freddie again tried to relax his raging erection and when he thought it was safe he opened the door. Carly was at the other side of the door, now wearing a tight gray tank top which her blossoming breasts were bulging out of, and had on a pair of sweatpants. Freddie was having a very difficult time preventing his boner from reemerging.

Were you in bed just now? asked Carly, smiling.

What! exclaimed Freddie. My mom makes me go to bed early. And I wasnt even sleeping, I was on my laptop.

Whatever, said Carly. Well, I came over here because I was all bored and lonely. Do you want to keep me company and maybe watch a movie?

Freddie was having a hard time not jumping up and down in the air, but he managed to keep it cool and just replied, Sure, why not?

Great! said Carly, and the two of them walked into Carlys apartment and sat down next to each other on the couch.

Hey, wheres Sam? asked Freddie.

Oh, uh, she couldnt make it, said Carly. What, Im not good enough?

No, no, of course not, Freddie said quickly. Youre perfect.

Thank you, Freddie, said Carly, happy to be praised.

The two of them were watching the latest Harry Potter movie, but Freddie was barely paying any attention to the video. He was spending the whole time trying to figure out how he can manage to slip his arm around Carlys shoulder, and maybe even get a kiss from her!

Carly stood up at once and said, Excuse me, I have to go to the bathroom.

Yeah, sure, replied Freddie.

Once Carly was gone, Freddie started thinking about how beautiful Carly was and how much he wanted to put his arm around her and kiss her. Freddie was contemplating: Maybe I could go for the good old fake stretch, and then actually leave my arm around her shoulder. No, thats too obvious. Yeah, but it still works most of the time, even if the girls know its coming.

Freddie was going back and forth, and decided to stick with the fake stretch method. Once Carly returned, Freddie yawned and stretched out his right arm as far as he could, and then slowly lowered it down onto Carlys right shoulder. To Freddies surprise, Carly did not squirm, protest, or try to shake his arm off. In fact, she moved closer to Freddie and snuggled up with her head on his chest. Freddie felt like he was in heaven. He had the most beautiful girl in the world, the girl of his dreams, lying on his chest, and both of them were alone in her apartment, just the two of them. Now Freddie was trying to figure out how to move in for the kiss. He decided to stick with good old fashioned chivalry.

You know Carly, you look really pretty tonight, said Freddie, at once.

Thank you, Freddie, said Carly. Thats really sweet.

You know, youve probably heard this a million times from me, said Freddie, but, I feel like I should say it again. I love you, Carly Shay. I love you so much, and I have always loved you.

Carly was silent at first, and Freddie figured that she wouldnt reply the same comment to him, but then something else unexpected happened.

I love you too, Freddie, said Carly, as if it was natural to say.

Wait, what? asked Freddie, not sure if he had just heard what he thought he heard.

I said I love you repeated Carly.

Wait, b-b-b-but-but-but- stammered Freddie.

Carly sat up with a seductive look on her face, put a finger to Freddies lips, and whispered Shhhh. Then she removed the finger and closed her eyes and slowly started tilting her head and moving her face closer to Freddies. Freddie realized what was coming and started moving his face in closer, as well. After what seemed like an eternity, Freddies lips felt Carlys soft lips gently push against his. Freddie wasnt sure if they kissed for just a few seconds, or for a few years, but it didnt seem to matter to him.

Wow, this is much better than my kiss with Sam, thought Freddie. As if she read his mind, Carly pulled away and asked: So how did my kiss compare with Sams?

Freddie finally found the words to speak, and he exclaimed, Hey, how do you know about that? Sam and I agreed that it would be a secret.

Yeah, but Sam and I are best friends. Do you really think shed keep a secret that big from me?

I guess not. But, are you upset with me?

Why would I be upset with you?

Because I love you, but I kissed Sam.

Its fine, Freddie. I understand. You and Sam had both never kissed anyone, so you kissed each other. I still love you.

Yeah, could you explain that, too? Why have you never said that until now? All this time you really did love me?

Well, I never wanted to admit it in front of Sam, because you two werent exactly the best of friends, and I didnt want to upset her.

But Sam is still going to find out, eventually.

Yeah, I know. But, now that you and Sam are on better terms, I figure that she wont mind.

But arent you concerned that shell be jealous.

No, Im concerned that we wont continue our kissing. Could we stop talking?

Please

Carly and Freddie moved their faces closer a little bit quicker this time. Once again, Freddie fell into pure bliss when their lips met. Their kissing became faster and more energetic, and Carly was breathing heavily between every kiss. After each long kiss, Carly would plant a smaller kiss on Freddies lips, like a signature. Freddie started to wrap his arms around her back, and, copying Freddies actions, Carly wrapped her arms around Freddies neck.

Carly and Freddie continued their kisses as they became more amplified, and Freddie decided to try and push his luck. Freddie slowly eased his tongue into Carlys mouth and started exploring the inside of her mouth. Freddie saw Carlys eyes widen, and to Freddies relief, she returned the favor and started stroking Freddies tongue with hers.

Carly and Freddie continued licking each others tongues with a strong passion, when suddenly, Carly broke away and put her lips around Freddies tongue and slowly sucked Freddies saliva off of it. Freddie returned the favor to Carly and began to suck on her tongue.

The pair of teenagers then resumed their kissing and they were clutching each other more passionately than ever. The two of them started leaning to one side while kissing, and they suddenly fell back and were lying horizontally on the couch. Freddie was on top and he began to kiss and lick every part of Carly he could get. He began with Carlys lips, which he was already very familiar with, and was caressing them with his oral utilities. He them moved over to Carlys soft, slightly pink left cheek, and made his way down to her neck.

As Freddie was kissing her neck, Carly emitted a soft moan of pleasure that made Freddies dick suddenly spring up into action. This excitement emanating from Freddies pants did not go unnoticed by Carly, who smiled and started stroking Freddies cock outside of his pants. Freddie was going crazy with ecstasy, but he did not stop making out with Carlys slim neck. The virgin teenagers were giving each other pleasure while both moaning and sighing in delight.

Freddie then started rubbing and feeling Carlys gorgeous tits with both of his hands and was massaging them delicately. Freddie had never touched a girls breasts before, and Carlys felt amazing. Carly let out another moan of ecstasy which only made Freddie speed up, as he caressed Carlys tits with more force and enthusiasm.

Freddie put his hands by Carlys waist and started to pull up her tank top, but Carly suddenly put her hands on her tank top and started to pull it down.

Whats wrong? asked Freddie

We shouldnt be doing this, said Carly.

What do you mean? asked Freddie. I thought you loved me.

Wait, you didnt let me finish, said Carly. What I was going to say is that we shouldnt be doing this here. We should finish up in my room, where theres more room and more privacy.

All right, said Freddie.

The adolescent pair got off of the couch, stopped the movie, and made their way to the stairs. They walked up the stairs holding hands and kissing each other on the lips every few seconds, until they made it Carlys room.

Carly and Freddie walked into the bedroom and Carly closed the door behind them. Freddie had never been in Carlys bedroom before and found himself admiring it. The room was nice and cozy with a bed, a few dressers, a couch, a TV, a closet, a desk, a chair, and a window. The bed sheets, pillows, blankets, and curtains were all pink, which gave the room a pinkish glow.

Nice place, said Freddie.

Carly ignored him. Now, where were we? she asked.

I think somewhere around here, said Freddie, as he approached Carly and they resumed their make-out session. Freddie and Carly were clutching each other passionately, as they explored each others mouths with their tongues. Not unlike with the couch in the living room, Carly and Freddie suddenly fell backwards onto Carlys bed. Once again, Freddie found himself lying on top of Carly and kissing her. Freddie grabbed the bottom of Carlys tank top for the second time and began to lift it up. Freddie felt his mouth get dry as he saw Carlys bare belly button, but once again, Carly stopped Freddie and said Wait!

What is it this time? groaned Freddie.

Allow me, said Carly.

Freddie moved, allowing Carly to sit up and get off of the bed. Carly was now standing up, facing the bed, where Freddie was sitting with an anxious look on his face. Carly put each hand on an opposite side of the bottom of her tank top. Once again, Freddie could feel his mouth get dry and his dick get hard. Carly slowly raised her arms up, gradually stripping her top from off of her slim, petite figure, revealing a hot pink lacy bra which clearly showed off the curves of her beautiful breasts.

Do you want to see more? teased Carly, intentionally dropping her left shoulder strap.

You know I do, baby, answered Freddie.

Carly smiled, and with a seductive look on her face, lowered the other shoulder strap, and then undid her bra strap in the back. With a sexy wink at Freddie, Carly lowered the now undone bra, revealing her beautiful, round breasts, which were proudly showing off her erect nipples. Carlys tits were the perfect size; they werent unnaturally huge, and yet they werent so small either. They were a little bit bigger than Freddie could easily fit in his hands. They also didnt sag at all, but they stayed straight and even. They were perfect, natural tits.

Carly walked over to Freddie and sat down facing him on his lap, with her legs outstretched under her, and her long, dark hair clinging to her bare back. Carly put her hand around Freddies head and started kissing him like she never kissed before. Freddie answered back by groping and squeezing Carlys nude breasts.

Freddie broke away from their kiss to focus on Carlys tits, which were begging to be squeezed and sucked on. Freddie put his lips around Carlys hard right nipple and began sucking on it and licking it while squeezing the left breast. Freddie then switched to sucking on the left nipple and groping the right one. Freddies actions seemed to have pleased Carly, as she uttered a moan of pure ecstasy, which only stimulated Freddie to continue his licking.

Freddies dick seemed to have liked Carlys moans of pleasure, as it bounced up against the inside of Freddies shorts, which came in contact with the area of Carlys sweatpants that was covering her pussy. This action elicited another joyful cry from Carly who gasped, We need to do something about that cock.

Carly stood up and got on her knees in front of Freddie, who stood up and took off his shirt. She immediately pulled down Freddies shorts and boxers, causing his 6-inch cock to spring up right in front of her face. Carly looked up at Freddie, with a look of pure lust in her eyes, and then plunged down onto Freddies hard cock. Freddie fell into pure bliss as Carlys warm, wet mouth engulfed his rock hard cock and got to work. Carly at first only put the head in her mouth and swished her tongue in circles around the top, making Freddie gasp with pleasure. Carly then put her right hand on the dick and lowered her head all the way down, trying to get all of Freddies cock in her mouth. Her soft lips bobbed up and down, wetting every part of Freddies hard shaft. Suddenly, Carly stopped her sucking and took Freddies cock out of her mouth. She then grabbed the tip of Freddies cock, held it up in the air, and licked the entire underside of Freddies cock, from bottom to top. When she reached the top, she looked up at Freddie, and then dove back down to resume her enthusiastic blowjob. During the split second Carly looked up at him, Freddie didnt see his best friend through those eyes, but he saw a much older and more experienced girl licking his cock.

Lick my balls, Carly, gasped Freddie. Lick them and suck on them, but be very gentle; theyre very sensitive.

Carly obeyed, as she took Freddies cock out of her mouth and put his right ball in her mouth and gently sucked on it. Carly then slowly removed the testicle from her mouth, making a faint popping noise, which made her giggle. She then repeated her actions with Freddies left ball, and when she was done, she licked the balls, and ran her tongue along the underside of Freddies cock again, as if she was sealing an envelope.

Talk dirty to me, Carly, baby, commanded Freddie.

Yeah, you like that, Freddie? crooned Carly, as she was stroking Freddies cock. Yeah you like it when I suck your big fucking cock?

You know I do, breathed Freddie.

Yeah, does it feel good? Does it feel good with your cock in my wet mouth?

Fuck yeah. Freddie wasnt sure who this girl stroking his cock and talking dirty to him was. She looked like his friend Carly Shay, but she acted and talked like a porn star. Freddie decided that he liked the new Carly.

Im just a dirty little slut, teased Carly, as she grabbed Freddies butt cheeks and started fucking his cock with her mouth. Freddie could feel Carlys fingernails digging into his butt as she was fervently sucking his cock. Once again, Freddie was overcome by immense pleasure, and he realized that he was coming close to an orgasm.

Carly, he gasped. Im about to cum.

Carly removed Freddies cock from her mouth and said, Its Ok, Freddie. I want you to cum all over me.
Freddie pumped his cock back and forth with his right hand, until he couldnt contain himself anymore and his cock pulsated and began to spew his manhood. Freddies first shot landed on Carlys nose, which then dripped into her mouth; another shot landed on Carlys left breast; and another one landed in Carlys mouth. Freddie shot some sperm onto her face and also onto her chest. Freddie lost count of the number of times he shot cum on Carly, but both teens seemed to have enjoyed it very much.

Carly grabbed Freddies cock and squeezed it, as if she was trying to squeeze the last drop out of a toothpaste bottle. She then cleaned up Freddies cock, licking up all of the leftover cum, and then cleaned up all of the cum off of herself, emptying all of it into her mouth.

Swallow that shit, girl, ordered Freddie.

Carly did as she was told and closed her mouth and swallowed Freddies manhood. When she opened her mouth up again, Freddies cum had disappeared.

Mmm, it tastes so fucking good, crooned Carly.

Wow, where did you learn to give such a great blowjob? asked Freddie.

I dont know, said Carly, who was now back to her old self. Ive seen some porn movies, and I just sort of went with the flow and did what felt natural. Was it really that good?

You kidding? It was amazing! Are you sure youd never given a blowjob before you gave me one?

Of course Im sure. What, do you think Im some sort of slut?

You already called yourself a slut!

Yeah, but that was in the heat of the moment.

You know, the moment doesnt have to be over. I can try to pleasure you like you did to me.

Yeah, have you ever eaten a girl out?

Yeah, I just kissed a girl for the first time a few weeks ago, and now Im already licking girls pussies, said Freddie, sarcastically.

Ok, ok, I guess it was a silly question.

Ill just go with the flow, like you did.

Carly stood up, got on the bed, and lied down on the pillows. Freddie got onto the bed, facing Carly, kissed her, and then pulled down her sweatpants, revealing the top of a pink pair of panties. Carly lifted up her butt, allowing Freddie to slide her sweatpants all the way off, and Freddie then put his hands on the sides of Carlys panties, and pulled them down all the way off of her body. Freddie now had an excellent view of Carlys tight, pink pussy, which, Freddie could see, was slightly moist. Carlys pubic hair was aligned in a perfect triangle, and he guessed it must have been shaved, but he didnt ask questions.

Freddie began by rubbing Carlys clit gently, which emitted an ecstatic cry from Carly. Freddie continued rubbed her clit and did it with a little more force, and a little bit faster. Freddie then moved his hand and stuck his finger inside of Carlys pussy, while licking her clit at the same time. Carly grabbed Freddies free hand, and started sucking on his fingers with passion not unlike when she was sucking on his cock. As Freddie slid his finger in and out of Carlys pussy, he could smell her sweet pussy juices and feel them dripping down his finger. Freddies tongue danced around Carlys clit as she opened her mouth, removed Freddies fingers, and let out a moan of pure pleasure. As Freddies actions sped up, Carlys moaning reached a higher octave each time, until eventually Carly was letting out a high-pitched shriek at the top of her lungs. Carlys cries sounded something like this:

Carly couldnt contain it anymore, and, without warning, her hips bucked, and she squirted out her cum all over Freddies face and neck. Freddie could taste Carlys warm, sweet pussy juices as he swallowed the ones that made their way to his mouth. Carly sat up, and cleaned the rest of her own cum off of Freddie, licking and slurping up her own womanhood from areas on Freddies face. Carly and Freddie kissed each other, cleaning off any remnants of each others cum, and when they were done, they grinned at each other and swallowed.

Wow, that was amazing, Freddie, said Carly, after they had cleaned themselves up.

Oh, it was no big deal, replied Freddie, humbly. I just went with the flow.

So, do you think you can finish me off? asked Carly, seductively.

I think I may be able to, said Freddie. Oh, wait, he just remembered. We dont have any protection, and Im not getting anybody pregnant.

Its fine, said Carly, pulling a condom out of the pocket of her sweatpants, which were lying on the bed. I have one right here.

Wait, you planned all of this? asked Freddie, surprised.

No, not exactly. I invited you over because I wanted company, and I didnt invite Sam, because I wanted it to be just us two. I was hoping for maybe a kiss, but nothing like this. But, when we were sitting on the couch, I realized that maybe tonight would be the night, so when I went to the bathroom during the movie, I actually took a condom from Spencers room.

Nice. That was smart of you.

Thanks. But, why did you ask if I planned all of this? Does that turn you off that you werent exactly controlling what was happening?

Are you kidding? It turns me on that you were hoping that Id fuck you.

Thats just what I wanted to hear, said Carly, as she sat up and kissed Freddie.

Carly broke away, took the condom out of the small plastic bag, and slid it down Freddies cock. Freddie then lied down on Carlys pillows, and, with a nervous but lustful smile, Carly slowly lowered her pussy onto Freddies outstretched, protected cock. Freddie felt a barrier as Carly lowered herself onto him.

Its ok, Freddie, assured Carly. I want it to be you who pops my cherry. Just push into it.

Freddie pushed a little bit harder inside of Carlys hole, and he felt her hymen give way as he broke through it. Carly face twisted into a look that combined immense pain with immense pleasure.

You okay? asked Freddie.

Yeah just give me a second, said Carly. After a minute or so, she said, Im fine. Now you can do whatever the fuck you want to me.

Good, because I was getting impatient, replied Freddie.

Carly smiled and once again lowered herself onto Freddies hard cock. She then raised herself up and lowered herself again, riding Freddies cock with a certain pattern to it. Carly was looking at Freddie with a pure lustful look that just said: Fuck my brains out. Freddie matched Carlys rhythm and slammed his dick up into her pussy each time she bounced up. The teenage pair was fucking in perfect harmony, and both of them loved every second of it. Carly let out another one of her ecstatic cries, which got more and more high-pitched as they fucked even faster. In between each shriek, Carly was yelling curse words and talking dirty to Freddie.

Yeah, and youre doing it so fucking good, said Carly, as she sped up her fucking. Mmmmm It feels so fucking good.

Oh Ohh Ohhhhh! shrieked Carly as Freddie pounded harder and harder into Carlys inviting pink pussy and tried desperately not to cum, hoping for another position to try.

Carly seemed to have read Freddies mind, as she slowed down her bouncing and dismounted herself from Freddies hard dick. Carly grabbed Freddies protected cock with her hand and licked from top to bottom, and then changed positions.

Ok, this time I get to be on top, Freddie told Carly.

What? teased Carly. Does it boost your self-esteem when you are in control?

Carly laid back on the pillows with her legs outstretched, while Freddie got on his knees facing her. Freddie held up Carlys legs and guided his eager cock once again into Carlys welcoming pussy. Freddie pulled Carlys legs towards him with each stroke, as he plunged harder and harder into her tight pussy. Freddie plowed Carly with such force and might that Carly felt as if Freddies dick was thrusting into her whole body.

Ohhh God! screamed Carly. Its so deep! Its so fucking deep!!

Yeah it is, baby, answered Freddie. Do you like it that way?

Oh, I fucking love it, replied Carly. Freddie Benson, you are pleasuring me in ways I could have never even imagined. What does that do for your self-esteem?

It does wonders, Freddie responded, as he increased up his momentum and fucked with more power.

Holy shit! exclaimed Carly. How much deeper and harder can you go?

I still have a little more to go, replied Freddie, grinning. I dont want to put it all in, because I might hurt you.

Stop being such a pussy, laughed Carly. Act like a man; youve acted like one until now. I dont give a shit about your worries. I want your whole cock inside me, and I want you to be fucking me with all your might.
Whatever you say, answered Freddie.

Freddie listened to Carly and pushed his entire cock into Carlys vagina, still pounding it. Freddie pulled Carlys legs towards him as fast as he could and plunged his cock into her as hard as he could. Freddie saw Carlys eyes go wide with wonder and pleasure. Carly closed her eyes, licked her lips, and continued her ecstatic moans. Carlys moans eventually escalated into cries and then into screams. Carly shrieked more high pitched as Freddie fucked harder. Finally, Freddie couldnt take it any more and knew that he was close to letting his sperm go.

Oh god, Carly, Im about to cum! gasped Freddie.

I am, too, breathed Carly. You have protection, so its fine. Cum inside me, and Ill try to cum at the same time.

Freddies cock suddenly expanded and pulsated, releasing shot after shot of hot cum into the condom in Carlys pussy. At the same time, Carly let out an ecstatic cry, and Freddie knew she was cumming as well, as he felt a warm liquid on the outside of the condom. Freddie could not believe how much sperm he had bottled up and how much he was letting go right now.

Finally, the party ended and the two teenagers stopped cumming. Carly sat up and kissed Freddie with her tongue in his mouth, while his cock was still in her pussy. Carly broke away from the kiss and removed her pussy from his cock. Carly first licked the outside of the condom, slurping up her own pussy juices, which she then transferred to Freddie by kissing him. Carly then removed the condom and cleaned Freddies cum off of his cock. Carly finished up with a farewell kiss to Freddies cock, and then let it go. Freddie then lowered his mouth to Carlys pussy, and cleaned up her explosion of cum. After a minute or so, Freddie slurped up the last of Carlys womanhood and then sat up.

After looking and grinning at each other for a while, and still breathing heavily, the adolescent pair finally found the words to speak.

Oh my god, that was amazing! exclaimed Carly.

That felt so good, agreed Freddie. I cant believe that I actually just had sex.

Yeah, me either, replied Carly. We have to do this again sometime soon.

Really? asked Freddie, his cock perking up once again.

Yeah, sure, said Carly, giggling. We can try something new tomorrow.

And what will that be? asked Freddie.

Well, youll have to wait and see, replied Carly, seductively.

Oh, I love you so much, grinned Freddie.

Carly and Freddie got off of the bed and began to put their clothes on. When they were done, they found themselves kissing each other once again.

Why dont you stay here tonight? whispered Carly, as she pulled Freddie close to her. Sleep with me, in my bed.

Oh, Id love to, Carly, answered Freddie. But I think my mom would notice if I wasnt home in the morning. Then Id be in big trouble.

They kissed for a few minutes, before Freddie finally opened the door, walked into the hallway, and then turned around to look at the love of his life, as she closed the door behind him. Freddie very quietly opened his front door, locked it, and walked to his room to go to bed. Freddie couldnt help smiling as he was getting undressed to go to sleep.

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“C’mon Sam! Hurry up!” Laughed Carly, bouncing on Sam’s bed. It was rare that Carly slept over at Sam’s, usually it was the other way around, but Spencer was out of town on a trip with Socko, and Sam had begged Carly to sleep over, promising an awesome time.
Carly had given in to the blonde girl, actually looking forward to spending some time alone with Sam. It always seemed like Freddie or Spencer was around, and Carly missed her girl time with Sam, the two of them just chatting, and hanging out.
Carly bit her lip, thinking of the other reason she’d agreed to sleep over. Lately, she’d been catching herself looking at Sam, admiring the blonde girl’s body in a way she’d imagined guys would. It was… confusing to say the least, and Carly wasn’t sure what it meant, only that she probably shouldn’t be thinking of her best friend that way. She’d hoped tonight would maybe clarify her feelings… it was probably just a phase. Sam was hot. Carly had always acknowledged that, it was just… when she thought that now, it was usually accompanied by a sharp pull in her stomach. It was no biggie. It was just a phase. That’s all. Sam was growing up, and Carly was just noticing it, was all. Nothing more. Noth-
Carly’s fingers tightened in the quilt, her bouncing coming to a halt. Sam. In a towel. Wet. Sam. Carly shook her head, swallowing hard. So what? It was just her best friend, who’d had a shower, in a towel. She’d seen it million times before. But Carly couldn’t stop her eyes from tracing down Sam’s body, admiring the way the towel outlined her curves, the way the water made her skin glisten and- Carly tore her eyes away. No. Bad Carly!
She looked away, biting her lip as Sam rifled through her clothes, looking for something clean. “Wh-what are we having for dinner?”
Carly saw Sam shrug out of the corner of her eye. “We could order pizza?” Sam straightened, holding a shirt and turning to Carly. “Yo Continue reading →

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